The transformation to a holding company structure described in this document involves securities of a Japanese company. The offer is subject todisclosure requirements of Japan that are different from those of the United States. Financial statements included in this document, if any, havebeen prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights or any claims you may have arising under U.S. federal securities laws, since the issuer is locatedin Japan and some or all of its officers and directors reside outside of the United States. You may not be able to sue a Japanese company or its
officers or directors in a Japanese court for violations of U.S. securities laws. It may be difficult to compel a Japanese company and its affiliates tosubject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities other than in connection with the transformation to a holding company structure, suchas in the open market or through privately negotiated purchases.
This document has been translated from the Japanese-language original for reference purposes only. In the event of any conflict or discrepancy
between this document and the Japanese-language original, the Japanese-language original shall prevail in all respects.

The accompanying presentationof the 116th Annual General Meeting of Shareholders

Dear shareholders

Transformation to a
Holding Company Structure

If you have any inquiries about the stock affairs, please contact the following.

Shareholder register administrator JAPAN SECURITIES AGENTS, LTD.Agency Department

0120-707-843

Open from 9:00 a.m. to 5:00 p.m. on business days
(except Saturdays,Sundays, and national holidays)

All or part of the contents written in this material are subject to revision or change without prior notice.

1Background and Purpose of Transformation to a Holding Company Structure

2Group Corporate Philosophy under Holding Company Structure

3Overview of the Holding Company

4Group Structure

5Management (Governance) Structure of the Holding Company

6

Direction of Strategy under Holding Company Structure

7Transition Schedule

8Q&A Regarding Transition

1

Background and Purpose of Transformation to aHolding Company Structure

The environment surrounding financial institutions is changing significantly, such as changes in demographics caused by low
birth rate and population aging, and the entry into financial businesses from other industries. Recent years have also seen
growing roles expected of financial institutions as companies to help resolve various social challenges, such as environmental
issues and the progress of social inequality.
In light of these changes in the business environment, the Shizuoka Bank Group has enhanced its financial function tosolve customers’ challenges while increasing its combined strength as a financial group, as well as developing new businessfields and working on projects, such as expanding businesses in the Tokyo Metropolitan area and collaborating with entities
from outside the Group’s industry.
While we have pursued sustainable growth by always keeping in mind a sound yet innovative management, we believethat we must respond even more appropriately in the future to the movement towards deregulation in banking services andto the accelerating changes in the business environment.

[Approach so far]Changes in the market environment
Prolonged low
interest rates

Low birth rate,
population aging
and population decline

Changes in the competition environment
Entry into financial
businesses
from other industries

Advances intechnology

To deal with increasingly diverse competitors,expansion into new business fields is essential

Strengthening Group management
July 2014
April 2005

The Group management
strategy was introduced
starting from the 9th
Medium-term Business Plan

June 2012

Shizugin Management Consulting was madea wholly-owned subsidiary of the Bank1

October 2022

Shizugin TM
Securities was made awholly-owned
subsidiary of the BankTransformation toa holding company
structure
March 2021

Maximize the value of all stakeholders
Region & customers

Solve increasingly diversified andcomplex challenges.
Comprehensive, extensive,good-quality financial services.

The total ordinary income of 13 consolidated
subsidiaries in FY2020 has grown to 10 billion yen,approximately three times as large as that at theintroduction of group management strategy

Shareholders

Increase shareholder value throughsustainable growth.
Increase return to shareholders.

Employees

Activate participation of diverse
personalities across the Group.
Improve job and employee
satisfaction and treatment.

Transformation to Holding Company Structure

Realize sustainable growth through overall optimization of the Group
Expand new business fields tocontribute to growth of the region

Recognition of management issues
Amid the increasingly harsh earnings environment,
the growth of the region is essential as a foundationof management[Purpose of Transformation to Holding Company Structure]

Strengthen Group management throughindependence, autonomy,
and collaboration

Develop flexible androbust governance structure

Relationship with and trust by local communityand customers which the Bank has cultivated over
its long history

Universal foundationof the Group

Based on these circumstances, the Shizuoka Bank (the “Bank”) has decided that it needs to transform to a holding company
structure in order to build a resilient management structure, which will enable the Group to further contribute to the wellbeingof all stakeholders, including the community, customers, employees, and shareholders, and to continue its sustainable growth.
By transforming to a holding company structure, the Bank intends, from a long-term perspective, to expand into new
business fields that will contribute to regional growth and to further expand the existing lines of business and the customer
base. The Bank is going to increase the Group’s combined strength as a problem-solving corporate group by further enhancing the group management that the Bank has worked on thus far and by increasing the presence of each group company,
through balancing between unifying force (i.e., cooperation) and centrifugal force (i.e., independence and autonomy) underthe Holding Company.
The Bank also plans transformation from a bank-dependent business model, by developing an environment where employees, who will actually work on those measures, will be even more proud and satisfied with their work than before, and by cultivating an organizational culture where new ideas and innovations will be generated, through promoting diversity management.

22Group Corporate Philosophy
under Holding Company Structure3

Overview of the Holding Company

Corporate Philosophy

Expand dreams and affluencewith our community.
The Group's corporate philosophy under the holding company structure remains the same as thecurrent corporate philosophy.
The philosophy broadly represents guideline to the future for the Group and all of those whowork there; to share future dream with the region and to realize true affluence.
The Group will keep assisting people in realizing their dreams in lives and businesses by
providing high-quality services as a comprehensive financial institution in the region.

10-year Vision

A corporate group committing itself to the future of the region
and producing growth of the region
The Shizuoka Bank Group’s 14th Medium-term Business Plan, which started in April 2020, contains
the 10-year Vision, under which the Group is committed to the growth of industry and economy in
the region from a medium- to long-term perspective for the purpose of realizing the corporate
philosophy. By reinforcing its combined strength as a problem-solving corporate group throughthe transformation to a holding company structure, the Group intends to further contribute to thebright future of the region.

3Ambitions expressed in the company name
The company name represents our thoughts that we keep our gratitude to various stakeholders who
have helped us grow since our foundation in Shizuoka and our pride as a company headquartered in
Shizuoka, and that our existence as a corporate group providing comprehensive financial services is auniversal one while the whole Group intends to expand into new business fields by transformation toa holding company structure.

Company Name

Shizuoka Financial Group, Inc.

Head Office

10, Gofukucho 1-chome, Aoi-ku,Shizuoka-shi, Shizuoka

Representative

Representative Director Katsunori Nakanishi
Representative Director Hisashi Shibata

Description ofbusinessBusiness administration of banks and of companies whose ownership the Company ispermitted by the Banking Act to acquire, and all businesses incidental or relating to thebusiness set forth in the preceding item;
Other businesses which a bank holding company is permitted by the Banking Act

Capital90,000 million yen

Date of incorporation

October 3, 2022

Fiscal year end

March 31

Stock exchange forlisting“Prime Market” of the Tokyo Stock Exchange

Share unit number

100

Accounting auditors

Deloitte Touche Tohmatsu LLC

Shareholder registeradministrator

JAPAN SECURITIES AGENTS, LTD.

4

4Group Structure
STEP

1Current

The Bank becomes a wholly-owned subsidiary of the Holding Company by incorporating the Holding
Company through the Share Transfer effective as of October 3, 2022.

Before incorporation of the Holding Company

The Shizuoka Bank
Shizugin Management Consulting

STEP 1

At incorporation of the Holding Company

Shizuoka Financial GroupThe Shizuoka BankSTEP

2

STEP 2For the purpose of further enhancing cooperation and synergies within the Group, among other things, theincorporation of the Holding Company will be followed by reorganization of a total of five companies -- fourof the Bank’s consolidated subsidiaries (Shizugin Management Consulting Co., Ltd., Shizugin Lease Co.,
Ltd., Shizuoka Capital Co., Ltd., and Shizugin TM Securities Co., Ltd.) and one of the Bank’s equity-method
affiliates (Monex Group, Inc.) -- into the Holding Company’s directly invested companies, by such means astransferring all shares held by the Bank in these companies to the Holding Company as dividends in kind.

After incorporation of the Holding CompanyShizuoka Financial GroupThe Shizuoka Bank

Shizugin IT Solution

Shizugin Lease

Shizugin Management Consulting

Shizugin Management Consulting

Shizugin Credit Guaranty

Shizugin IT Solution

Shizugin Lease

Shizugin Lease

Shizugin DC Card

Shizugin Credit Guaranty

Shizugin IT Solution

Shizuoka Capital			

Shizugin Gereral Service

Shizugin DC Card

Shizugin Credit Guaranty

Shizugin TM Securities

Shizugin Mortgage Service

Shizuoka Capital

Shizugin DC Card

Monex Group [Affiliate under Equity-method]

Shizugin Business Creats

Shizugin TM Securities

Shizuoka Capital

Shizugin Heartful

Shizugin Gereral Service

Shizugin TM Securities

Shizuoka Bank (Europe) S.A.

Shizugin Mortgage Service

Shizugin Gereral Service

Shizuoka Liquidity Reserve Limited

Shizugin Business Create

Shizugin Mortgage Service

Two affiliates under Equity-method

Shizugin Heartful

Shizugin Business Create

Shizuoka Bank (Europe) S.A.

Shizugin Heartful

Shizuoka Liquidity Reserve Limited

Shizuoka Bank (Europe) S.A.

Three affiliates under Equity-method

Shizuoka Liquidity Reserve Limited
Three affiliates under Equity-method

5656

Management (Governance) Structureof the Holding Company

By making the Holding Company a company with audit and supervisory committee, the Bank intends to sophisticate thecorporate governance from both offensive and defensive perspectives in order to make the governance structure flexible
and robust in line with the expectations of stakeholders, and to create a highly objective and transparent management
structure.

Direction of Strategy
under Holding Company Structure

Under its 14th Medium-term Business Plan “COLORs” which started in fiscal 2020, the Shizuoka Bank Group has pursued its
10-year Vision of being a “corporate group committing itself to the future of the region and producing growth of the region”
by aiming to “change to a problem-solving corporate group,” in order to achieve sustainable growth together with the region
in any era or business environment, and to create a new future for the region, ideally adapted to the times.
Shizuoka Financial Group intends to further develop and accelerate the existing efforts. The 1st Medium-term Business
Plan under the holding company structure is based on the policy of realizing the “maximization of the value of all stakeholders,” which is the purpose of the transformation to a holding company structure, through the following four basic strategies.

General Meeting of Shareholders

Audit and Supervisory Committee

Board of Directors

Nomination andRemuneration
Committee

Committee ofAdministrative Supervision

Audit and Supervisory
Committee Ofﬁce

Management Meeting

Corporate
Planning DivisionCorporate
Administration
Division

Risk Management
Division

InstructManageCompliance
DivisionInternal
Audit Division

Basic strategy 1

Basic strategy 2

Basic strategy 3Group Business
Strategy

Transformation
Strategy

Regional Joint Creation
Strategy

Further expand customer bases andbusiness lines of the existing businesses,
and realize sustainable growth throughdeveloping new business fields

Create new values through transformation in products and services, channels,costs, human resources, etc.

Contribute to solving various challenges
facing the region by serving as a“regional hub” and forming a “regionalplatform”

Increase our combined strength as aproblem-solving corporate group andhelp the region and customers towards
a better future

Provide more value to stakeholders byadapting to rapid changes of the times
and promoting forward-looking transformation

Commit ourselves as a corporategroup for producing growth of theregion towards realization of an
attractive, value-added communitythat keeps attracting people

Discuss
ReportBasic strategy 4The Shizuoka Bank(Including banksubsidiaries)

7

Shizugin
Management
Consulting

Shizugin Lease

Shizuoka Capital

Shizugin TMSecurities

Group Governance Strategy
Intend to sophisticate our corporate governance from both offensive and defensive perspectives and todevelop a flexible, robust group governance structure in order to realize basic strategies 1 through 38

7Transition Schedule

Shizuoka Financial Group will be established and listed on the “Prime Market” of the Tokyo Stock Exchange on October 3,
2022, on the assumption that transformation to holding company structure is approved at the general meeting of shareholders of the Bank and that the Group acquires necessary permits and licenses from the competent authorities

Friday,June 17, 2022

> Annual general meeting of shareholders to approve the sharetransfer plan

Thursday,
September 29, 2022

> Date of delisting of the Bank’s shares

Monday,October 3, 2022

9> Date of registration of incorporation of the Holding Company(effective date)> Date of listing of the Holding Company’s shares

8Q&A Regarding Transition

Q

What is a share transfer?

AShare transfer means transfer of all issued shares of one or more stock companies to a new stock company.
In the present case, all issued shares of Shizuoka Bank will be transferred to Shizuoka Financial Group, andshares of Shizuoka Financial Group will be distributed to shareholders of Shizuoka Bank in exchange for
their shares of Shizuoka Bank.

Q

What will become of Shizuoka Bank shares that I hold?
Is there anything I need to do for the share transfer?

AIf you continue to hold your shares of Shizuoka Bank, one share of Shizuoka Financial Group will be automatically allotted for each share of Shizuoka Bank on October 3, 2022.
No, there is nothing particular you need to do.

Q

Until when can I trade the existing shares of Shizuoka Bank on the stock exchange?
When will I able to trade the existing shares of Shizuoka Financial Group on thestock exchange?

AThe existing shares of Shizuoka Bank can be traded until Wednesday, September 28, 2022 (i.e., until the day
before the delisting of Shizuoka Bank’s shares on the Tokyo Stock Exchange).
Shizuoka Financial Group’s shares will be able to trade from October 3,2022

Q

What will become of the interim dividend at the end of September 2022?

AThe interim dividend will be paid in December 2022 to shareholders and registered pledgees of shares
stated or recorded in Shizuoka Bank’s shareholder registry as of the end of September 2022.

10